James Hardie Industries Plc. · NYSE:JHX
James Hardie Industries — Shareholder Meeting (May 2010)
23 slides from James Hardie Industries's shareholder meeting presentation, May 28, 2010
Slide 1: Extraordinary Information Meeting 28 May 2010
Extraordinary Information Meeting 28 May 2010
Slide 2: Disclaimer: Forward looking statements
Disclaimer: Forward looking statements This presentation, and other statements that James Hardie Industries SE (James Hardie) may make, including statements about the benefit of James Hardie's re-domicile to Ireland as an Irish SE (the Proposal) may contain forward-looking statements. James Hardie m
Slide 3: Forward-looking statements risks and uncertainties
Forward-looking statements are based on the company's estimates and assumptions and because forward-looking statements address future results, events and conditions, they, by their very nature, involve inherent risks and uncertainties. Such known and unknown risks, uncertainties and other factors ma
Slide 4: Additional information and where to find it
Additional information and where to find it In connection with the Proposal, James Hardie has lodged with Australian Securities Exchange (ASX) and filed with the United States Securities and Exchange Commission (SEC) a Registration Statement on Form F-4 with additional information concerning the Pro
Slide 5: Extraordinary Information Meeting Item of Business
Extraordinary Information Meeting 28 May 2010 Item of Business
Slide 6: Approve transformation to an Irish SE company
Approve transformation to an Irish "SE" company The material on this page should be read in conjunction with the Explanatory Memorandum Resolution Summary
Slide 7: Chairman's Address Michael Hammes
Chairman's Address Michael Hammes
Slide 8: Proposal to move James Hardie to Ireland
On August 21, 2009, shareholders approved Stage 1 of the two stage proposal to redomicile the company Over 99% of votes cast at the extraordinary general meeting were in favour of the resolution On 19 February 2010, James Hardie completed its transformation to a European Company (Societas Europea (S
Slide 9: Key benefits of the Proposal
Allows key senior managers to spend more time with the company's operations and in its markets Provides greater certainty for James Hardie to obtain benefits under the current US/Ireland tax treaty than is the case under the US/Netherlands tax treaty Increases the company's flexibility by allowing c
Slide 10: What the Proposal means for shareholders
Shareholders will continue to hold the same securities James Hardie will continue to be listed on the ASX and NYSE Most shareholders3 will be able to receive distributions from Irish SE free from dividend withholding tax (which may, depending on their circumstances, be available for offset or credit
Slide 11: Costs of the Proposal
The total cost associated with the Proposal and the transfer of intellectual property and finance activities is estimated at approximately US$63m Transaction costs associated with implementation of Stage 1 were approximately US$20m Associated with Stage 1 of the Proposal, James Hardie exited its Fin
Slide 12: Consultation Process
At the Extraordinary Information Meeting to approve Stage 1 of the Proposal the directors agreed to consult with interested parties regarding JHI SE's Memorandum and Articles of Association. As a result of this consultation directors have agreed to: Change the Articles to remove the provision to all
Slide 13: Dividends
The company announced on 20 May 2009 that is would omit the year end dividend for fiscal year 2009 to conserve capital The company stated, at that time, that until market and global economic conditions improved significantly and the level of uncertainty surrounding future industry trends and company
Slide 14: AGMs to be held in Ireland
Once Stage 2 is implemented, AGMs and Board meetings will be held in Ireland Shareholders will be able to participate in shareholder meetings through a live simulcast of meetings in Ireland, and ask questions and vote To vote at shareholder meetings shareholders must complete the relevant section of
Slide 15: Payments to the AICF
The Proposal will not change James Hardie's overall commitment to make contributions to the AICF under the Amended and Restated Final Funding Agreement (AFFA) James Hardie, as an Irish SE, will continue to be bound by the AFFA The NSW Government and the trustees of the AICF have been consulted in re
Slide 16: Summary
Summary Review of domicile, completed over several years, concluded that it was in the best interests of James Hardie and its shareholders to (1) transform James Hardie into a European company and (2) move the corporate domicile from The Netherlands to Ireland Other options were considered. However
Slide 17: Extraordinary Information Meeting
Extraordinary Information Meeting 28 May 2010
Slide 18: Appendix
Appendix Proposal to move James Hardie to Ireland (background) Other options considered Key risks associated with the Proposal Features of Irish Company Law vii The material on this page should be read in conjunction with the Explanatory Memorandum
Slide 19: Background
Background Corporate domicile has been under review for considerable time The review concluded that remaining in The Netherlands was no longer desirable due to: the requirement for key senior managers to spend substantial time in The Netherlands and away from markets and operations in order to quali
Slide 20: Other options considered
James Hardie considered other options, including: Moving James Hardie to the US not practically possible as it requires acceptance by a minimum of 95% of issued shares to move to compulsory acquisition was not considered possible without the risk of two listed entities or significant uncertainty rel
Slide 21: Key risks associated with the Proposal
The expected benefits could be materially different from actual benefits obtained as a result of actions outside the control of James Hardie, including: the Proposal puts James Hardie at risk of future law changes, including to Irish and US laws and the US/Ireland tax treaty James Hardie will also h
Slide 22: Features of Irish Company Law
Features of Irish Company Law In contrast to Dutch company law, Irish company law offers greater flexibility and provides for more achievable shareholder acceptance thresholds for certain types of transactions For example, Irish company law: provides for schemes of arrangement Requires 80% (instead
Slide 23: Extraordinary Information Meeting
Extraordinary Information Meeting 28 May 2010
James Hardie Industries — Shareholder Meeting (May 2010) on 6ix